ARTICLES  OF  ASSOCIATION 


OF  TUK 


ATIONAL  BAN 

'r 


IN  THE 


CITY  OF  NEW  YORK. 


NEW  YORK: 

HOSFORD  &  CO.,  STATIONERS  AND  PRINTERS.. 
No.  (» 6   Wall  S  t  k  k  e  t  . 

1  86  6. 


ARTICLES  OF  ASSOCIATION 

OF  Tsr. 

NATION^AL  BANK, 

TV  THE 

CITY  OF  NEW  YORK. 


Articles  of  Association,  made  and  entered  into  at  the  City  of  New 
York,  this  day 

Witness, 

That  we,  whose  hands  and  seals  are  hereunto  subscribed  and  afSx- 
ed,  have  associated,  and  by  these  presents  do  associate  ourselves, 
under  and  pursuant  to  the  provisions  of  the  Act  of  the  Legislature 
of  the  State  of  New  York,  entitled  '*An  Act  to  authorize  the  bu- 
siness of  Banking,"  passed  April  18,  1838,  and  the  Acts  of  said  Le- 
gislature additional  thereto  and  amendatory  thereof,  upon  the  fol- 
lowing terms,  for  the  purpose  of  conducting  the  business  of  Banking: 

ARTICLE  I. 

Sec  1.    The  name  of  this  Association  shall  be,  "The  National  ^fams  and 
Bank,  in  the  City  of  New  York,"  and  its  business  of  discounts 
and  deposits  is  to  be  carried  on  in  the  City  of  New  York. 

Sec.  2.  The  amount  of  its  Capital  Stock  shall  be  Fifteen  Hun- 
dred Thousand  Dollars,  divided  into  Thirty  Thousand  Shares,  of 
Fifty  Dollars  each,  with  power  and  authority  to  hereafter  increase 
the  same,  in  the  mode  provided  for  in  Article  YIIL,  Sec.  4  of 
these  Articles,  to  an  amount  not  exceeding  Five  Millions  of  Dol- 
lars. All  the  Stockholders  of  the  Corporati.on,  known  as  "  the 
President,  Directors,  and  Company  of  the  National  Bank,  in  the 
City  of  New  York,"  shall  have  the  privilege  of  subscribing  for  double 


A/' 


the  nurabLT  of  Shares  which  shall  be  lield  bv  each  of  them  on  the 
first  day  of  A ngust  next,  provided  thej  shall  do  so  ou  or  before 
that  day;  and  any  nmnber  of  Sliares  which  may  not  be  snbscribed 
for,  under  the  above  privilege,  may  be  apportioned  to  the  other  sub- 
gcril)ers,  or  sold  at  auction  or  otiierwise,  at  not  less  than  par,  as 
the  Directors  may  determine,  for  tlie  benefit  of  the  Association. 

The  Capital  Stock  beyond  the  snui  of  ]S'ine  Hundred  and  Tiiirty- 
seven  Tiiou.sand  Five  Hundred  r>0!!ars,  shall  be  called  in  at  the 
discretion  of  the  Directors,  at  a'iy  time  hereafter,  notice  of  at  least 
two  months  being-  previously  Liiven  by  publication  in  two  of  the 
Daily  Newsjiapers  printed  and  i>ublished  in  the  City  of  Xew  York: 
and  if  any  Shareholder,  or  his  or  her  le-ial  representatives,  shali  omit 
to  make  payment  in  pursuance  of  such  notice,  the  Shares  on  which 
payment  shali  l)e  so  omitted,  toirether  with  all  previous  ]»aymenis 
tiiereon.  may  be  forfeited  by  tiie  Director*  to  the  use  of  the  Asso- 
ciation, without  further  notice  to  such  ^shareholder,  or  to  his  or 
her  legal  representatives.  And  the  President  of  the  Association 
for  the  time  being  is  herei^y  ex]>ressly  and  irrevocably  empowered 
to  sell  the  Simresso  forfeited,  for  and  on  account  of  the  Association, 
and  thereupon  to  transfer  the  same  to  the  })urchasf^r  or  purcha>ers. 

Sec  3.  The  Association  shali  commence  on  the  second  day  of 
January,  one  thousaud  eight  hundred  aud  fifty-seven,  and  shall  ler- 
miuate  on  and  with  tlie  first  day  of  January,  one  thousand  "dne 
hundred  and  fifty-seven. 

ARTICLE  II. 

fower'=  Sec.  1.    The  object  of  the  Association  is  to  carry  on  the  bu>'ne>> 

of  Banking,  by  discounting  bills,  notes,  and  other  evidences  of  debt, 
by  receiving  deposits,  by  buying  and  selling  gold  and  silver  bullion, 
foreign  coins  and  bills  of  exchange,  for  tiie  purposes  authorized  by 
law:  by  loaning  money  on  real  and  personal  security;  by  issuing 
and  circulating  bills  and  notes  as  permitted  by  law;  and  by  exer- 
ci>iug  all  such  incidental  powers  as  shall  b«  necessary  to  carry  on 
such  business:  aud  also  by  exercising  any  aud  every  other  such  ad- 
ditional power  or  powers  that  Associations  formed  under  said  Act 
now  are  or  hereafter  may  be  authorized  by  law  to  exercise,  except 
that  the  Associatiou  shali  not  loan  money  on  a  pledge  of  shares  of 
its  own  stock. 


5 


Sec.  2.    The  AssociatioQ  shall  not  deal  or  traffic  in  lands  or  f'«^'''^g;?'" 

land  andmer- 

merchandize,  except  it  mav  purchase,  hold,  and  convey  real  and  chandizehow 

'  ^  .     r  >  '  .  f^ij.  prohibit. 

personal  estate  for  the  following-  purposes:  e<?. 

1.  Sucli  real  estate  as  shall  b^-  necessary  for  its  immediate  ac- 
commodation in  the  convenient  transaction  of  its  business. 

'2.  Such  real  aud  personal  estate,  or  either,  as  shall  be  mortgag- 
ed or  pledged  to  it,  in  good  faith,  V)y  way  of  security  for  loans  made 
by  or  moneys  due  to  the  Association. 

3.  Such  real  or  personal  estate  as  shall  be  conveyed  or  assigned 
to  the  Association,  in  satisfaction  of  debts  previously  contracted  in 
the  course  of  its  dealings:  And, 

4.  Such  as  it  jshall  purchase  at  sales  under  judgments,  decrees,  or 
mortgages  held  by  rlie  Association. 

ARTJCI.K  in. 

Sec.  I.    The  powers  of  the  Association  shall  b*  exorcised,  and  co^ciuc- 
its  business  be  conducted  by  nine  Directors.    Every  director  shall 
be  a  citizen  of  the  United  Stares  of  America,  aud  shall  own  and  p-'fe^to^^ 
hold,  at  all  times,  in  his  own  rielit,  at  l^ast  sixty  shares  of  the  Cap- 
ital Stock  of  the  Association. 

Sec.  -2.  The  following  persons  shall  "he  the  first  Directors  of  the  J^^JJ^ 
Assoeiation,  to  wit: 

James.  G.illatin,  Robert  Hvslop, 

Adrian  Iselin,  Lavielle  du  Berceau, 

John  F.  A.  Sanford.  Edward  Thebaud, 

Y.  Duraxd.  O.  H.  p.  Noyes. 

A.  Husch; 

and  they,  as  well  as  those  persons  who  at  any  time  hereafter  shall 
be  elected  Directors  of  the  Association,  shall  have  and  exercise  all 
the  powers  and  discharge  all  the  duties  herein  or  by  law  conferred 
or  imposed  on  the  Directors,  and  shall  at  all  times  exercise  such 
powers  and  discharge  such  duties,  until  their  successors  shall  be 
elected  and  take  their  seats,  as  hereinafter  provided. 

Sec.  3.  The  Directors  herein  appointed,  and  their  successors,  shall  ^j.^Jdem'^'^ 
elect  one  of  their  number  to  be  President  of  the  Association. 


6 


Board  orQ;;o- 
ram. 


Appoiutment 
or  Caslu'ii- 
auc!  otiier  of- 


To  make  iii 


Sec.  4.  A  majority  of  tlie  Directors  for  the  time  being,  shall  form 
a  board  or  quorum  for  transacting  the  business  of  the  Association, 
and  the  said  board  may  from  time  to  time  commit  or  delegate  such 
power  to  a  committee  of  their  own  body,  or  to  their  President  and 
Cashier,  or  either  of  them,  as  they  may  deem  expedient,  and  such 
power  may  at  pleasure  annul  and  revoke.  And  the  said  Board  shall 
have  power  to  a})poiut  a  Cashier,  and  as  many  officers,  clerks, 
agents,  and  servants,  for  carrying  on  the  business  of  the  Association, 
and  with  such  salaries  and  allowances  as  they  shall  deem  expedient 
and  proper;  and  they  shall  also  have  power  to  make  and  prescribe 
Guch  by-laws,  rules  and  regulations  not  inconsistent  with  law  or 
with  these  Articles,  as  they  may  deem  expedient;  and  to  alter, 
suspend  or  repeal  the  same  at  pleasure;  and  they  shall  also  have 
power  to  remove  from  office  such  President,  Cashier,  or  other  offi- 
ors,  clerks,  or  agents,  at  pleasure,  and  to  appoint  or  substitute  others 
in  their  stead. 

ARTICLE  IV. 

The  Board  of  Directors,  out  of  the  funds  of  the  Association,  shall 
defray  all  its  expenses,  and  twice  in  each  year  may  declare  and  pay 
siich  dividends  as  they  may  deem  expedient,  afid  as  shall  be  lawful^ 
out  of  the  surplus  profits  of  the  Association,  to  the  Stockholders, 
their  autiiorized  Attorneys,  or  their  legal  representative.^:  of  which 
dividends  notice  shall  be  immediately  published,  for  at  least  (en  days, 
in  two  daily  newspapers  printed  in  the  City  of  New  York.  Any 
interest  accruing  on  unclaimed  dividends  shall  belong  to  the  Asso- 
ciation. 

ARTICLE  V. 

Sec.  1.  The  Board  of  Directors  may  invest  such  portions  of  tiie 
funds  of  the  Association  as  they  may  deem  expedient,  in  such  pro- 
perty as  the  Association  may  lawfully  hold,  and  may  transfer  to,  or 
deposit  with  the  Comptroller,  or  other  proper  officer  of  the  State  of 
New  York,  any  portion  of  such  property  as  may  be  lawful  which 
they  may  see  fit,  to  secure  the  payment  of  the  notes  which  they  may 
issue  as  monev. 


Transfer  of 
Stock. 


Sec.  2.  The  Board  of  Directors  shall  cause  suitable  books  to  be 
kept  for  the  registry  and  transfer  of  the  Shares  of  the  Capital  Stock 
of  the  Association,  in  which  the  names  of  its  Shareholders  shall  be 


7 


recorded;  and  every  transfer  to  be  valid  shall  be  made  on  the  books 
of  the  Association,  and  shall  be  signed  by  the  Shareholder,  his  At- 
torney, or  legal  representative. 

Sec.  3.  Every  transfer  of  Shares  of  said  Capital  Stock  shall  be 
made  and  taken,  expressly  subject  to  all  the  conditions  and  stipula- 
tions contained  in  these  Articles,  and  shall  be  executed  and  authen- 
ticated in  such  manner  a>:  the  Board  of  Directors  shall  from  time  to 
time  prescribe. 

Sec.  4     Tlie  Board  of  Directors  may  close  the  transfer  books  9"^/''=^''''^^" 
from  time  to  time,  as  the  convenience  of  the  Association  may  re- 
quire. 

ARTICLE  VI. 

Sec.  1.    Tlie  first  election  of  Directors  of  the  Association  shall  Election  of 

Director';. 

be  held  in  the  City  of  NevN'  York,  on  the  second  Tuesday  in  Janu- 
ary, in  the  year  one  thousand  eight  hundred  and  fifty-eight,  and  the 
annual  election  thereafter  on  the  second  Tuesday  of  January  in  each 
year,  at  such  time  of  tiie  day  and  at  such  place  in  the  City  of  Nevf 
York,  as  the  Board  of  Directors  for  the  time  being  shall  appoint 
or  designate.  • 

Sec  2.    Notice  of  the  election  for  Directors  shall  be  published  Notice  of 

election. 

in  two  of  the  daily  newspapers  printed  in  the  City  of  2se\v  York, 
for  at  least  ten  days  immediately  preceding  the  day  of  election. 

Sec.  3.    At  the  first  and  everv  subsequent  election  for  Directors  ^-lectiun  ui 

"  *  In.spoctori 

of  the  Association,  three  persons  shall  be  chosen  by  the  Associates 
or  Shareholders  entitled  to  vote  for  Directors,  as  Inspectors  of  the 
uext  succeeding  election,  any  two  of  whom  shall  be  competent  to 
act,  but  neither  of  said  Inspectors  shall  be  an  Officer  or  Director  of 
the  Association. 

Sec.  4.    The  three  following  persons  are  hereby  chosen  and  ap-J'r^t  luipec 
pointed  as  Inspectors  of  the  first  election  for  Directors  of  the  Asso- 
ciation to  be  held  on  the  second  Tuesday  in  January,  in  the  year 
one  thousand  eight  hundred  and  fifty-eight: 

William  B.  Astor,  Stephen  Brush,  Daniel  Cashman,  any  two  of 
whom  shall  be  competent  to  act;  and  the  Board  of  Directors  for  J'^^'jfjCJ^j''' 
the  time  being  are  hereby  authorized  to  supply  any  vacancy  that 


8 


Election  of 
Directors. 


N  amber  of 
Directors. 


may  occur  from  time  to  time  by  the  deatli  or  removal  from  the 
Citv  of  New  York  of  any  or  either  of  said  Inspectors  above  named, 
or  oi  any  Inspector  or  Inspectors  who  may  hereafter  be  elected, 
or  which  Tacancy  may  occur  by  the  refusal  to  serve,  or  neglect 
to  attend  on  tin;  days  of  election,  of  any  Inspector  or  Inspectors. 

Sec.  5.  All  elections  for  Directors  of  the  Association  shall  be 
l)y  ballot,  and  shall  be  conducted  by  the  Inspectors  agreeably  to  the 
conditions,  requirements,  and  provisions  of  Article  2.  Title  2,  Chap. 
18,  Part  1,  of  the  Revised  Statutes  of  the  State  of  New  York. 
Each  Stockholder  shall  be  entitled,  directly  or  by  proxy,  to  one 
vote  on  each  share  of  the  Capital  Stock  of  the  Association  owned  and 
held  by  him,  in  his  own  name,  for  at  least  thirty  days  previous  to 
the  election ;  and  the  nine  persons  who,  at  each  annual  election  here- 
after to  be  held,  shall  have  the  greatest  number  of  votes  shall  be 
the  Directors. 


Organize  af- 
ter election. 


Failure  to 
elect  Direc- 
tors. 


Sec.  ().  The  Directors  thus  elected  shall  take  their  seats  at  the 
Hoard  on  tlie  day  succeeding  the  second  Tuesday  in  January  in 
each  year,  and  shall,  as  soon  as  may  be,  proceed  to  organize  and  to 
elect  l)y  ballot  one  of  their  number  t^p  be  President  of  the  Associa- 
tion. And  if  any  Director  of  the  Association  shall  cease  to  hold, 
in  his  own  right,  sixty  shares  of  the  Capital  Stock  of  the  Associa- 
tion, he  shall  thereby  vacate  his  place  as  such  Director;  luid  when- 
ever any  vacancy  shall  happen,  from  any  cause  whatever,  the  same 
shall  be  filled  for  the  remainder  of  the  year  by  such  person  or  per- 
sons as  tlie  Directors  for  the  time  being,  or  a  majority  of  them,  shall 
appoint. 

Sec.  7.  The  failure,  for  any  cause,  to  elect  Directors  on  any  day 
v/hereon  such  election  should  have  been  held,  as  herein  specified  or 
appointed,  sliall  not  dissolve  the  Association,  but  it  shall  be  the 
duty  of  the  Board  of  Directors  to  notify  and  cause  such  election  to 
be  held  within  sixty  days  after  the  day  herein  designated  for  the 
annual  election. 

ARTICLE  VII. 


Duties  and      Seq.  1.    The  President  of  the  Association  for  the  time  being 

powers  of  .  . 

President,    shall  preside  at  any  meeting  of  the  Board  of  Directors  at  which  he 
shall  be  present,  and  the  said  President  is  hereby  indicated  as  the 


9 


offrcer  to  whom  conveyances  shall  be  made  of  real  estate,  to  take, 
hold,  and  convey  the  same  in  behalf  of  the  Association,  according 
to  the  provisions  of  the  said  Acts  of  the  Legislature:  and  he  is 
hereby  authorized  and  empowered  in  his  name  as  such  President, 
or  in  the  name  of  the  Association,  and  under  the  direction  of  the 
Board  of  Directors,  to  collect,  receive,  and  sue  for  any  moneys  or 
l)roperty  due  or  belonging-  to  the  Association,  or  to  compound  for 
the  same;  to  submit  to  arbitration  any  controversies  in  which  it 
may  be  involved;  to  cancel  and  satisfy,  on  payment  or  compromise, 
any  mortgage,  judgment,  or  decree  whicli  it  may  hold,  and  to  re- 
lease and  tlischarge  the  whole  or  any  part  of  the  property  mort- 
s>aged  or  encumbered;  and  also  to  sell  and  transfer  any  public  debt, 
stocks,  Of  other  property  belonging  or  pledged  to  the  Association; 
and  to  receive  any  dividends  arising  therefrom;  and  for  any  of  the 
foregoing  or  otiier  similar  purposes,  an  Attorney  at  law  or  in  fad 
under  him  at  any  time  to  appoint. 

Sec.  2.    In  case  of  the  absence  or  inabiiiiy  of  the  President,  for 
any  cause,  to  act  as  President,  the  Board  may  elect  a  Chairman  or  {^'^^"^^'^^P'"^ 
President  pro  tetu.,  with  i)Ower  to  perform  the  duties  of  the  Presi- 
dent, until  the  inability  shall  cease,  or  until  a  new  PrCvsident  shall 
be  ap])ointed. 

8ec.        The  President  and  Cashier  shall  sign  all  Certificates 

of  stock  to  be 

of  Stock  to  be  issued  by  the  Association.  sigmed. 

Sec.  4.    The  Cashier  shall  keep  minutes  of  the  proceedings  of  ^^'n*^^^^' 
the  Board  of  Directors,  or  in  his  absence  they  shall  be  kept  by  the 
President,  Chairman  or  President  pro  tern.,  or  a  person  authorized 
by  him. 

ARTICLE  VIII. 

Sec.  1.    A  majority  of  all  the  Directors  elected  may,  in  their  Additional 
discretion,  accept  and  exercise  any  additional  powers  or  privileges  pHviipges.*^ 
which  may  at  any  time  be  conferred  upon  the  Association,  either 
by  amendment  of  the  Acts  under  which  it  is  formed,  or  by  any 
new  enactment. 

Sec.  2.  Such  majority  may  also  apply  for,  and  accept,  any  ActDirectorsmay 
or  Acts  of  Incorporation  for  Banking  purposes,  and  upon  such  con-  incorpora- 

^  tion. 


10 


ditions  as  they  may  deem  expedient;  and  may  cause  to  be  transfer- 
red and  conveyed  to  the  body  corporate  so  to  be  created,  all  the 
property  of  the  Association. 

Amendment     ^Ec.  3.    Two-thirds  iu  number  of  the  Directors  for  the  time  be- 

of  Articles. 

ing  may,  at  any  time  or  times  hereafter,  propose  amendments  to 
these  Articles.  Such  amendments  shall  be  published  at  length, 
once  in  each  week,  for  at  least  three  successive  weeks,  in  two  daily 
newspapers  printed  in  the  City  of  New  York;  and  if  after  such  pub- 
lication, Shareholders  holding  in  their  own  right  a  majority  of  all 
the  Shares  of  the  Capital  Stock  then  existing,  shall  consent  to  such 
amendments,  by  an  Act  in  writing,  by  them  or  their  authorized 
Attorney  or  Attorneys;  such  amendments,  on  recording  the  same, 
together  with  such  written  act  of  consent,  in  the  offices,  and  in  the 
manner  provided  by  law  for  filing  or  recording  the  Certificate  of 
Association,  shall  become  and  be  a  portion  of  these  Articles. 

Increase  of      Sec.  4.    The  Board  of  Directors  for  the  time  beino:  is  hereby 

CapitalStock.  .  .     .        ^  -  •  • 

empowered,  in  behali  of  the  Association,  from  time  to  tmie  to  in- 
crease its  Capital  Stock,  until  such  Capital  Stock  shall  amount 
to  five  millions  of  dollars,  and  also  to  increase  the  number  of  Asso- 
ciates; but  no  increase  of  the  Capital  Stock  shall  be  made,  unless 
by  a  vote  of  three-fourths  of  the  Directors  of  the  Association;  and 
in  case  of  any  such  increase  to  the  Capital  Stock,  the  additional 
Shares  of  Stock  shall  be  offered  in  the  first  instance,  at  par,  (by 
publishing  a  notice  thereof,  once  in  each  week,  for  at  least  six^ 
weeks  successively,  in  two  of  the  daily  newspapers,  to  be  printed  in 
ner  tlTbe'dS  ^^^^  ^^"^  York)  to  the  Shareholders  existing  at  the  expira- 
tributed,  tiou  of  sucli  noticc,  in  rateable  amounts,  proportioned,  as  nearly  as 
may  1)e,  to  the  number  of  shares  held  by  them  respectively.  Such 
of  the  additional  Shares  as  shall  not  be  taken  by  such  Shareholders 
within  ten  days  after  the  expiration  of  such  notice,  may  be  disposed 
of  by  the  Directors  for  the  benefit  of  the  Association,  at  not  less 
than  par.  Whenever  any  increase  shall  be  made  to  the  Capital 
Stock  of  this  Association,  the  persons  taking  the  additional  Shares 
shall,  by  an  instrument  in  writing,  signed  and  sealed  by  them,  or 
their  authorized  Attorney,  specify  the  number  of  Shares  taken  by 
them  respectively,  with  their  places  of  residence,  and  shall  therein 
acknowledge  that  they  take  such  additional  Shares,  subject  in  all 


11 


respects  to  the  stipulations,  conditions,  and  limitations  in  these  Ar- 
ticles contained  and  declared,  with  respect  to  the  shares  now  ex- 
isting, as  perfectly  as  if  such  additional  Shareholder  was  a  subscrib- 
er hereto. 

All  which  Articles,  we,  the  undersigned  Associates,  for  ourselves 
and  our  several  and  respective  executors,  administrators,  and 
assigns,  each  for  himself,  and  not  the  one  for  the  other,  do  hereby 
severally  and  mutually  covenant  and  agree  to  stand  to,  abide  and 
perform;  and  iu  testimony  hereof,  we,  the  undersigned  Associates, 
have  hereunto,  at  the  City  of  New  York,  on  the  day  and  year  first 
above  written,  interchangeably  set  our  hands  and  seals,  and  have 
specified  opposite  to  our  respective  seals  our  respective  places  of 
residence,  and  the  number  of  Shares  of  the  Capital  Stock  of  the 
said  Association  held  by  us  respectively,  subject  to  all  the  condi- 
tions and  stipulations  contained  in  the  foregoing  Articles,  or  the 
Constitution  and  Laws  of  this  State. 


i£x  HtbrtB 


SEYMOUR  DURST 


When  you  leave,  please  leave  this  hook 

Because  it  has  been  said 
"Ever'thing  comes  t'  him  who  waits 

Except  a  loaned  book." 


AvFRY  Architectural  and  Fine  Arts  Library 
Ciii  1  ()i  Si;ymour  B.  DuKsr  Old  York  Eii^rary 

